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Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements, in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period.

In preparing each of the Group and Parent Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply

them consistently;

• make judgements and estimates that are reasonable

and prudent;

• for the Group financial statements, state whether

they have been prepared in accordance with IFRS as adopted by the EU;

• for the Parent Company financial statements, state

whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company financial statements; and

• prepare the financial statements on the going

concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ report, Directors’ Remuneration report and Corporate Governance statement that comply with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement

The Directors confirm that to the best of their knowledge:

• The financial statements, prepared in accordance

with the applicable set of accounting standards, give a true and fair view of the assets, liabilities and financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

• The Directors’ report includes a fair view of the

development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Disclosure of Information to Auditors

The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Auditor

The Company’s auditor, KPMG Audit Plc, has indicated willingness to continue in office and resolutions to reappoint it and to authorise the Directors to fix its remuneration will be proposed at the Annual General Meeting.

By order of the Board,

Mark Waters Kevin Chidwick

Company Secretary Chief Financial Officer

Dear Shareholder,

I am pleased to introduce the Directors’ Remuneration report (the ‘Report’) for the year ended 31 December 2012, which has been prepared by the Remuneration Committee (the ‘Committee’) and approved by the Board.

This Report covers the reporting period from 1 January 2012 to 31 December 2012 and provides details of the activities of the Committee and remuneration policy of the Company.

The UK Government Department of Business Innovation & Skills (BIS) is currently proposing changes to the structure and contents of Directors’ Remuneration Reports (DRRs). The Committee has decided to adopt a number of these proposed changes early; therefore after this brief introduction, the Report is divided into three sections:

• A Policy Report which will detail Admiral’s

remuneration policies and links to Group strategy;

• An Implementation Report, which will focus on the

remuneration arrangements and outcomes for the year under review; and

• A third section containing information required this

year under the existing regulations.

2012 has been another strong year for the Group despite a challenging external environment. The Group increased profits in the year by 15% to £344.6 million with a return on capital employed of 60% which supported total dividends for the financial year of 90.6 pence per share, and represents a distribution of 95% of our earnings. The Group’s strategy remains to continue to maximise our position in the UK while taking what we know and do well, which is internet and telephone delivery of car insurance and price comparison, to our overseas insurance and price comparison businesses.

During the year ended 31 December 2012, the Committee met on five separate occasions. The key matters considered included:

• Reviewing salary and fee proposals for the Executive

Directors, the Chairman and Senior Management;

• Reviewing the appropriateness of the performance

conditions for both the Discretionary Free Share Scheme (DFSS) and Free Share Incentive Plan (SIP) awards;

• Reviewing the Company’s performance against the

performance conditions applicable to the DFSS and SIP awards and where appropriate authorising the vesting of awards;

• Reviewing and authorising the grant of awards under

both DFSS and SIP plans;

• Reviewing the Committee’s terms of reference and

recommending amendments to the Board for approval; and

• Reviewing the efficiency of DFSS awards for

overseas businesses.

John Sussens

Chairman of the Remuneration Committee 5 March 2013 John Sussens Chairman of the Remuneration Committee Financial statements Gover nance Performance Overview Other infor mation